On the Slow Death of Good Boards

A central problem in boards of directors is, somewhat unexpectedly, exactly the same thing which makes working with them such a delightful experience. Simply put, the fact that they’re so often so very lovely. Whereas popular culture often depicts boards as hotbeds of conflict and infighting, the reality is that most boards (at least the ones I’ve known!) tend to be nice, and friendly, and delightful. People in boards are often at least acquaintances and sometimes friends, and the very notion of a board of directors – dependable, knowledgeable people coming together with a joint purpose – is one that breeds unity rather than discord. This is not to say that I’ve not run into boards with issues, because of course I have. Rather, it is to point out that boardrooms can become very friendly, comfortable spaces. And therein lies the rub.

The point of a board is to ensure that a corporation isn’t solely driven by a CEO, and that a governance structure is in place to spot problems, ask questions, sound alarms. A board of directors is appointed to supervise the executive management team, and the logic of this is that the board can contribute with a diversity of opinion and a breadth of vision – beyond what might be feasible in the day-to-day running of a company. In other words, the value of a board is in one interpretation not defined by the way in which it might support a corporation, but rather by the way is can challenge the same.

This, however, doesn’t define how boards are appointed, as this can often be a process where personal chemistry and “fit” plays an oversize role. Robert Sutton famously wrote about “The No Asshole Rule”, so whilst there certainly can be outsize personalities on boards, directors are often chosen among those who play well with others. Whilst this might undoubtedly contribute to an amicable ambiance in the board room, we need to ask whether this is the best way to develop boards.

Liking everyone in your board can be a warning sign.

Without at least a degree of discord and creative friction, boards will struggle with their development, as all social systems require a modicum of resistance to do so. Boards that either consciously or unconsciously prefer to keep diversity low and cultural fit high will of course experience a great many good things. Camaraderie and collegiality will be high, and in all likelihood board meetings will be quite pleasant affairs. What people might not be realizing is that this means that the slow death of the organization has already started.

When boards get comfortable, this often means that their desire to challenge – each other, the management team, or the industry – diminishes. At first, this might not even be noticeable at all. It’s just a question that isn’t asked, an assumption that isn’t challenged. The slow dying may have started, but it is imperceptible. Over time, it might become slightly more apparent, but often the process is so slow that no-one really thinks about it. Yes, individual member may experience a sense of ossification, but not enough to wish to make a thing about it. At the point where it becomes apparent, it can still be shooed away, until a true crisis looms.

The point of this story is two-fold. One, over-dependence on cultural fit and a pleasant atmosphere can be just as damaging in the board room as it can in any team. Liking everyone in your board isn’t necessarily a bad thing, but it can still be a warning sign. Two, one should never wait for trouble to arise before thinking about how a board can be developed and diversified. In fact, it is at the very point where everything seems to run perfectly smoothly when this should be lifted to the very top of the board’s agenda. What’s not developing is decaying, and a fish rots from the head down.

It’s not easy to start development work on a team that feels competent and harmonious. It’s even more difficult to consciously bring in challenging, recalcitrant thinking into what seems like a well-oiled machine. Yet this is what development is all about, accepting a small amount of discomfort today to avoid a far less controlled amount of discomfort tomorrow. This goes for learning, for fitness, and for boards of directors. No matter how lovely and delightful.